Qualified Transaction Clause Samples
A Qualified Transaction clause defines the specific criteria or conditions that a transaction must meet to be recognized as valid or eligible under an agreement. Typically, this involves setting thresholds such as minimum purchase amounts, types of assets involved, or the status of the parties participating in the transaction. For example, only sales exceeding a certain dollar value or involving approved counterparties may be considered qualified. The core function of this clause is to ensure that only transactions meeting agreed-upon standards are subject to the rights and obligations outlined in the contract, thereby providing clarity and preventing disputes over which transactions are covered.
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Qualified Transaction. A "Qualified Transaction" shall mean any transaction pursuant to which the holders of Preferred Stock and Redeemable Preferred Stock would receive in exchange for all shares of Preferred Stock (including shares of Common Stock resulting from the conversion of Preferred Stock) and Redeemable Preferred Stock then held by them an aggregate amount equal to not less than $90 million with respect to such transaction that occurs before the first anniversary of the date of this Agreement set forth above, or thereafter, an aggregate amount equal to not less than $120 million; provided, however, that in each case such aggregate amount thresholds shall be reduced by any amounts previously paid by the Company pursuant to a redemption of any Preferred Stock or Redeemable Preferred Stock.
Qualified Transaction. Provided that Closings have occurred for at least $2,500,000 of Debentures, the Company will use its commercially reasonable efforts to consummate a Qualified Transaction no later than the date that is 12 months after the date of the Closing in which at least $2,500,000 of Debentures in the aggregate have been sold under this Agreement. For purposes of this Agreement, a “Qualified Transaction” shall mean any of (i) an underwritten public offering of the Company’s Common Stock on the NYSE, NYSE Amex or the Nasdaq Stock Market (a “U.S. Stock Market”) resulting in gross proceeds to the Company of not less than $5,000,000, (ii) a merger or reverse merger between the Company and a public company the common stock of which is traded on a U.S. Stock Market or on the OTC Bulletin Board, the survivor of which is a public company having available cash of not less than $5,000,000 after giving effect to such merger and any capital-raising transaction completed prior to or at the time of such merger (a “Qualified Merger”) or (iii) the acquisition of all of the issued and outstanding common stock of the Company by a public company the common stock of which is traded on a U.S. Stock Market or on the OTC Bulletin Board in a transaction where the holders of the common stock of the Company receive, in exchange for such common stock, common stock of such public company and, after giving effect to such transaction and any capital-raising transaction completed prior to or at the time of such transaction, such public company has available cash of not less than $5,000,000 (a “Qualified Acquisition”). Further, if the Company applies to have its Common Stock or other securities traded on any U.S. Stock Market or market, it shall include in such application the Debentures Shares and the Warrant Shares and will take such other action as is necessary to cause such Common Stock to be so listed.
Qualified Transaction. For purposes hereof, a “Qualified Transaction” shall mean one or more acquisitions by the Company of any business, assets, stock, licenses, interests or properties (including, without limitation, intellectual property rights) approved by the stockholders of the Company or any acquisition involving assets, shares of capital stock, any purchase, merger, consolidation, recapitalization, or reorganization or involving any licensing, royalties, sharing arrangement or otherwise, which value of such Qualified Transaction is in excess of $25,000,000 for the Company’s interest therein. For purposes hereof, the value of a Qualified Transaction shall take into account all cash, stock, present value of all royalties, settlement amounts, future payments, license fees received or owed, and all other consideration associated with such acquisition of any kind whatsoever.
Qualified Transaction. A “Qualified Transaction” shall mean the Company’s receipt of at least $2,500,000 in proceeds from: (i) a sale by the Company, in one or more related transactions, of a new series of preferred stock (the “Qualified Stock”) in a financing event (the “Qualified Financing”); or (ii) a combination of (a) a sale of Qualified Stock as described in Section 4.2(i), and (b) the sale by the Company of some or all of its assets and/or business operations in materials for anti-static polymers.
Qualified Transaction. The Company hereby agrees to use its reasonable best efforts to market and consummate a Qualified Transaction on commercially reasonable terms as promptly as reasonably practicable following the date of the Exchange Closing.
Qualified Transaction. A Qualified Loan or a Qualified Purchase. ---------------------
Qualified Transaction. A Qualified Transaction shall have been consummated or will be consummated substantially concurrently with the Closing.